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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/16/04 Sensus Metering Headquarters Corp S-4 49:10M Merrill Corp/New/FA Sensus Metering Systems - North America Inc Smith-Blair Inc M&FC Holdings LLC Sensus Metering Systems Bermuda 2 Ltd Sensus Metering Systems Ip Holdings Inc Sensus Precision Die Casting Inc Sensus Metering Systems Inc |
Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 1.80M Business-Combination Transaction 2: EX-1.1 Underwriting Agreement HTML 257K 3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 669K Liquidation or Succession 4: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 43K Liquidation or Succession 5: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 38K 14: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 54K 15: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 24K 16: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 54K 17: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 32K 18: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 56K 19: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 18K 20: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 71K 6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 60K 7: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 52K 8: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 17K 9: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 34K 10: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 84K 11: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 34K 12: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 54K 13: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 48K 21: EX-4.1 Instrument Defining the Rights of Security Holders HTML 843K 22: EX-4.3 Instrument Defining the Rights of Security Holders HTML 166K 23: EX-5.1 Opinion re: Legality HTML 25K 24: EX-10.1 Material Contract HTML 750K 33: EX-10.10 Material Contract HTML 96K 34: EX-10.11 Material Contract HTML 83K 35: EX-10.12 Material Contract HTML 77K 36: EX-10.13 Material Contract HTML 147K 37: EX-10.14 Material Contract HTML 52K 38: EX-10.15 Material Contract HTML 42K 39: EX-10.16 Material Contract HTML 85K 40: EX-10.17 Material Contract HTML 53K 25: EX-10.2 Material Contract HTML 809K 26: EX-10.3 Material Contract HTML 177K 27: EX-10.4 Material Contract HTML 122K 28: EX-10.5 Material Contract HTML 117K 29: EX-10.6 Material Contract HTML 121K 30: EX-10.7 Material Contract HTML 421K 31: EX-10.8 Material Contract HTML 188K 32: EX-10.9 Material Contract HTML 97K 41: EX-12.1 Statement re: Computation of Ratios HTML 54K 42: EX-21.1 Subsidiaries of the Registrant HTML 26K 43: EX-23.1 Consent of Experts or Counsel HTML 18K 44: EX-25.1 Statement re: Eligibility of Trustee HTML 74K 45: EX-99.1 Miscellaneous Exhibit HTML 77K 46: EX-99.2 Miscellaneous Exhibit HTML 32K 47: EX-99.3 Miscellaneous Exhibit HTML 24K 48: EX-99.4 Miscellaneous Exhibit HTML 23K 49: EX-99.5 Miscellaneous Exhibit HTML 30K
EXHIBIT 3.11
CERTIFICATE OF INCORPORATION
OF
BTR CLAMPS AND COUPLINGS, INC.
FIRST. The name of the corporation is BTR Clamps and Couplings, Inc.
SECOND. The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares which the corporation shall have authority to issue is 1000 shares of Common Stock, and the par value of each of such shares is $1.00.
FIFTH. The name and mailing address of the incorporator is Mark A. Haddad, 125 Broad Street, New York, New York 10004.
SIXTH. The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.
SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.
IN WITNESS WHEREOF, I have signed this certificate of incorporation this 3rd day of January, 1989.
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/s/ Mark A. Haddad |
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
BTR CLAMPS AND COUPLINGS, INC.
I, the undersigned, being the sole incorporator of BTR Clamps and Couplings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
DO HEREBY CERTIFY:
FIRST: That the First Article of the Certificate of Incorporation be and it hereby is amended to read as follows:
The name of the corporation is Smith-Blair, Inc.
SECOND: That the corporation has not received any payment for any of its stock.
THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this certificate of amendment this 28th day of February, 1989.
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By: |
/s/ Mark A. Haddad |
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Mark A. Haddad |